0001209191-12-059032.txt : 20121221
0001209191-12-059032.hdr.sgml : 20121221
20121221153246
ACCESSION NUMBER: 0001209191-12-059032
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121221
FILED AS OF DATE: 20121221
DATE AS OF CHANGE: 20121221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: REED COLIN V
CENTRAL INDEX KEY: 0001066725
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13079
FILM NUMBER: 121281169
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ryman Hospitality Properties, Inc.
CENTRAL INDEX KEY: 0001040829
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 730664379
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE GAYLORD DR
CITY: NASHVILLE
STATE: TN
ZIP: 37214
BUSINESS PHONE: 6153166000
MAIL ADDRESS:
STREET 1: ONE GAYLORD DRIVE
CITY: NASHVILLE
STATE: TN
ZIP: 37214
FORMER COMPANY:
FORMER CONFORMED NAME: GAYLORD ENTERTAINMENT CO /DE
DATE OF NAME CHANGE: 19971002
FORMER COMPANY:
FORMER CONFORMED NAME: NEW GAYLORD ENTERTAINMENT CO
DATE OF NAME CHANGE: 19970611
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2012-12-21
0
0001040829
Ryman Hospitality Properties, Inc.
RHP
0001066725
REED COLIN V
ONE GAYLORD DRIVE
NASHVILLE
TN
37214
1
1
0
0
Chairman, President & CEO
Common Stock
2012-12-21
4
J
0
113685
0.00
A
872039
D
Common Stock
2012-12-21
4
J
0
82
0.00
A
712
I
By Trust
Stock Option (Right to Buy)
23.79
2014-02-05
Common Stock
91475
91475
D
Stock Option (Right to Buy)
16.47
2020-02-03
Common Stock
109161
109116
D
Stock Option (Right to Buy)
28.13
2021-02-02
Common Stock
85377
85377
D
Stock Option (Right to Buy)
24.40
2022-02-08
Common Stock
71351
71351
D
Restricted Stock Units
0.00
Common Stock
53910
53910
D
Restricted Stock Units
0.00
Common Stock
32287
32287
D
Restricted Stock Units
0.00
Common Stock
28436
28436
D
Restricted Stock Units
0.00
Common Stock
52133
52133
D
Restricted Stock Units
0.00
Common Stock
52133
52133
D
On December 21, 2012, the Issuer paid a special dividend to stockholders of record on November 13, 2012. As a result of the special dividend, Mr. Reed received 42,481 shares of common stock on December 21, 2012 with respect to shares held directly by Mr. Reed. As a result of the special dividend, the SERP established for Mr. Reed received 71,204 shares of common stock on December 21, 2012.
Does not include shares of common stock issuable upon the potential vesting of restricted stock units, which are reported in Table II. Includes 456,446 shares credited to Mr. Reed's SERP account, which is the economic equivalent of one share of common stock and is payable solely in shares of common stock following termination of employment.
Each of these stock options grants vested ratably over four years beginning on the first anniversary date of the grant.
In connection with the special dividend paid on December 21, 2012, the previously reported stock options were adjusted pursuant to anti-dilution provisions contained in the Issuer's equity incentive plans, and the amounts reported reflect such adjustments. The adjustments were based on the ratio between the unadjusted closing trading price on the NYSE of a share of the Issuer's common stock on the date prior to the ex-dividend date, and the opening price on the NYSE on the ex-dividend date.
This stock option grant vests ratably in 50% increments on February 8, 2015 and February 8, 2016.
The time-based restricted stock units were granted on February 4, 2008 and will vest on December 31, 2012 (subject to the terms of the applicable grant agreement).
In connection with the special dividend paid on December 21, 2012, the previously reported restricted stock units were adjusted pursuant to anti-dilution provisions that applied to restricted stock units pursuant to the Issuer's equity incentive plans. For each share underlying the restricted stock units, the reporting person received additional restricted stock units equal to 0.1848316 of a share, subject to the same vesting and other restrictions as the original award. The amount listed in this column reflects the total number of shares issuable upon vesting of the award following such adjustment.
The time-based restricted stock units were granted on February 3, 2010 and will vest on February 3, 2014 (subject to the terms of the applicable grant agreement).
The performance-based restricted stock units were granted on February 2, 2011, and some, all or none of the units will vest in accordance with the satisfaction of designated performance targets on February 2, 2014 (subject to the terms of the applicable grant agreement).
The time-based restricted stock units were granted on February 8, 2012 and will vest 50% on February 8, 2015 and 50% on February 8, 2016 (subject to the terms of the applicable grant agreement).
The performance-based restricted stock units were granted on February 8, 2012, and some, all or none of the units will vest in accordance with the satisfaction of designated performance targets on February 8, 2015 (subject to the terms of the applicable grant agreement).
Carter R. Todd, Attorney-in-Fact for Colin V. Reed
2012-12-21